Item 2.01 Completion of
Acquisition or Disposition of Assets.
On April 28, 2017, Old ETP completed its merger with and into SXL Acquisition Sub LP, a
Delaware limited partnership (SXL Merger Sub LP), a wholly owned subsidiary of Sunoco Logistics Partners L.P., a Delaware limited partnership (the Partnership), with Old ETP surviving the merger (the Merger), and
the merger of Sunoco Partners LLC, a Pennsylvania limited liability company and the general partner of the Partnership (SXL GP), with and into Energy Transfer Partners GP, L.P., a Delaware limited partnership (ETP GP), with
ETP GP surviving as the new general partner of the Partnership (the GP Merger and, together with the Merger, the Mergers), pursuant to that certain Agreement and Plan of Merger, dated as of November 20, 2016, as amended
by Amendment No. 1 (Amendment No. 1) thereto, dated as of December 16, 2016 (as so amended and as may be further amended from time to time, the Merger Agreement), by and among the Partnership, SXL GP, SXL
Acquisition Sub LLC, a Delaware limited liability company and wholly owned subsidiary of the Partnership (SXL Merger), SXL Merger Sub LP, Old ETP, ETP GP, the general partner of Old ETP, and, solely for purposes of certain provisions
therein, Energy Transfer Equity, L.P., a Delaware limited partnership (ETE).
At the effective time of the Merger (the
Effective Time), each common unit representing a limited partner interest in Old ETP (each, a Common Unit) issued and outstanding or deemed issued and outstanding as of immediately prior to the Effective Time converted into
the right to receive 1.50 (the Exchange Ratio) common units representing limited partner interests in the Partnership (the Partnership Common Units) (the Merger Consideration). Each Class E Unit of Old ETP, each
Class G Unit of Old ETP, each Class I Unit of Old ETP and each Class K Unit of Old ETP, if any, issued and outstanding or deemed issued and outstanding as of immediately prior to the Effective Time converted into the right to receive a corresponding
unit in the Partnership with the same rights, preferences, privileges, powers, duties and obligations as such existing Old ETP unit had immediately prior to the Effective Time (collectively, the Other New Partnership Units). The
corresponding units in the Partnership will be issued pursuant to the Fourth Amended and Restated Agreement of Limited Partnership of the Partnership (the New Partnership Agreement), which was executed at the Effective Time.
Each award of restricted units to acquire Common Units granted under any Old ETP equity plan (collectively, the Old ETP Restricted
Units) issued and outstanding immediately prior to the Effective Time automatically converted, at the Effective Time, into the right to receive an award of restricted units to acquire the Partnership Common Units (Converted Restricted
Unit Award) on the same terms and conditions as were applicable to the corresponding award of Old ETP Restricted Units, except that the Converted Restricted Unit Award will be equal to the number of Common Units subject to the corresponding
award of Old ETP Restricted Units multiplied by the Exchange Ratio.
Each award of cash units granted under Old ETPs Long-Term
Incentive Cash Restricted Unit Plan (collectively, the Old ETP Cash Units) issued and outstanding immediately prior to the Effective Time automatically converted, at the Effective Time, into the right to receive an award of restricted
cash units relating to the Partnership Common Units on the same terms and conditions as were applicable to the corresponding award of Old ETP Cash Units, except that the number of notional units that upon vesting entitles the holder to receive an
amount of cash equal to the fair market value of a Partnership Common Unit shall be equal to the number of notional Common Units related to the corresponding award of Old ETP Cash Units multiplied by the Exchange Ratio.
The foregoing description of the Merger Agreement and the Mergers does not purport to be complete and is qualified in its entirety by
reference to the Merger Agreement, a copy of which is attached as Exhibit 2.1 to the Partnerships Current Report on Form 8-K filed on November 21, 2016, and Amendment No. 1 thereto, a copy of which is attached as Exhibit 2.2 to Old
ETPs Current Report on Form 8-K filed on December 21, 2016, each of which is incorporated herein by reference.